UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Rule 13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULES 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(a)
(Amendment
No. 1)
Under the
Securities Exchange Act of 1934
OPTIMAL GROUP
INC.
(Name of
Issuer)
Class A Shares, no par
value
(Title of
Class of Securities)
68388R208
(CUSIP
Number)
Mr.
Hans-Martin Rüter
Abteistrasse
25
20149
Hamburg
Germany
0049 40
41172370
RütInvest
GmbH
Attn: Mr.
Hans-Martin Rüter
Abteistrasse
25
20149
Hamburg
Germany
0049 40
41172370
-----------------------------------------------------------------------------------
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
April 9,
2009
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the
following box:
o
.
Note:
Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See Section 240.13d-7 for other parties to whom
copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
CUSIP No.
68388R208
|
|
1
|
Names
of Reporting Persons.
Hans-Martin
Rüter
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group (See
Instruction)
|
(a)
x
|
(b)
o
|
|
|
3
|
SEC
Use Only
|
|
|
|
4
|
Source
of Funds
|
|
|
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
o
|
|
|
6
|
Citizenship
or Place of Organization
|
Germany
|
|
|
|
Number
of
Shares
Beneficially
by
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
|
2,628,882
|
|
|
8
|
Shared
Voting Power
|
0
|
|
|
9
|
Sole
Dispositive Power
|
2,628,882
|
|
|
10
|
Shared
Dispositive Power
|
0
|
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,628,882
|
|
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
o
|
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
10.21%
|
|
|
14
|
Type
of Reporting Person (See Instructions)
|
IN
|
CUSIP No.
68388R208
|
|
1
|
Names
of Reporting Persons.
RütInvest
GmbH
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group (See
Instruction)
|
(a)
x
|
(b)
o
|
|
|
3
|
SEC
Use Only
|
|
|
|
4
|
Source
of Funds
|
|
|
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
o
|
|
|
6
|
Citizenship
or Place of Organization
|
Germany
|
|
|
|
Number
of
Shares
Beneficially
by
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
|
0
|
|
|
8
|
Shared
Voting Power
|
0
|
|
|
9
|
Sole
Dispositive Power
|
0
|
|
|
10
|
Shared
Dispositive Power
|
0
|
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,628,882
|
|
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
o
|
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
10.21%
|
|
|
14
|
Type
of Reporting Person (See Instructions)
|
CO
|
Item
1. Security and Issuer
This
Amendment No. 1 to Schedule 13D (the “Amendment”) amends the Statement on
Schedule 13D dated January 22, 2009 (the "Schedule 13D") filed by Hans-Martin
Rüter, an individual residing in Germany, with respect to the beneficial
ownership of Class A Shares, no par value (the "Securities"), of Optimal Group
Inc., a Canadian corporation, which has its principal executive offices at 3500
de Maisonneuve Blvd. West, Suite 800, Montreal, Quebec, Canada, H3Z 3C1 (the
"Issuer"). This Amendment is being filed to reflect (i) the purchase of an
additional 247,143 shares of the Issuer's Securities by Mr. Rüter between
January 22, 2009 and April 9, 2009 and (ii) the transfer of 2,628,882 shares of
the Issuer's Securities by Mr. Rüter to RütInvest GmbH ("RütInvest"), a German
corporation that is solely owned by Mr. Rüter, on April 14, 2009
and.
Item
2. Identity & Background
This
Amendment is filed on behalf of Mr. Hans-Martin Rüter and RütInvest
(collectively, the "Filing Parties").
Mr. Rüter
is Managing Director of Rütinvest, Forstkraft GmbH and GentleRob GmbH, all in
Abteistrasse 25, 20149 Hamburg, Germany. RütInvest is a private
investment holding company with its principal offices located at Abteistrasse
25, 20149 Hamburg, Germany.
During
the last five years, neither of the Filing Parties has (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii)
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
Each of
the Filing Parties is a citizen of Germany.
Item
3 Source and Amount of Funds or Other Consideration
An
additional 247,143 Shares of the Issuer were purchased by Mr. Rüter in the open
market between January 22, 2009 and April 9, 2009. A total of
approximately $123,501 was paid to acquire the Shares at purchase prices ranging
from $0.2798 to $0.6243 per Share. The consideration paid for the
Shares came from the personal funds of Mr. Rüter.
On April
15, 2009, Mr. Rüter entered into a Contribution Agreement with RütInvest,
pursuant to which he contributed 2,628,882 Shares of the Issuer to RütInvest at
the then current market value of the Shares. The market value was set
in accordance with the stock exchange quotation on April 15th of $0.35 per
share, for a total of $920,108.70. A copy of the Contribution
Agreement is attached to this Amendment as Exhibit 1. Mr. Rüter is
the sole owner and Managing Director of RütInvest and has sole voting and
dispositive power with respect to all of the Shares held by
RütInvest.
Item
4. Purpose of Transaction
Mr. Rüter
acquired the Shares, and RütInvest is currently holding the Shares, for
investment in the ordinary course of business, without a view toward any of the
following:
a.
|
The
acquisition by any person of additional securities of the issuer, or the
disposition of securities of the
issuer;
|
b.
|
An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
|
c.
|
A sale or transfer of a material amount of assets of the
issuer or any of its
subsidiaries;
|
d.
|
Any change in the present board of directors or management
of the issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the
board;
|
e.
|
Any material change in the present capitalization or
dividend policy of the issuer;
|
f.
|
Any other material change in the issuer's business or
corporate structure, including but not limited to, if the issuer is a
registered closed-end investment company, any plans or proposals to make
any changes in its investment policy for which a vote is required by
Section 13 of the Investment Company Act of
1940;
|
g.
|
Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the issuer by any
person;
|
h.
|
Causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
|
i.
|
A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act;
or
|
j.
|
Any action similar to any of those enumerated
above.
|
Item
5. Interest in Securities of the Issuer
a.
|
The
responses of the Filing Parties to Items (11) and (13) on the cover pages
of this Amendment are incorporated herein by
reference.
|
b.
|
The
responses of the Filing Parties to Items (7) through (10) on the cover
pages of this Amendment are incorporated herein by
reference.
|
c.
|
See
Items 3 and 4 above.
|
Item
6. Contract, Arrangements, Understandings, or Relationships with respect to
Securities of the Issuer
None
Item
7. Material to be Filed as Exhibits
Exhibit 1
- English translation of Contribution Agreement, dated April 15, 2009, by and
between Mr. Hans-Martin Rüter and RütInvest GmbH.
Signature
After
reasonable inquiry, and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
Dated: April
17, 2009
|
/s/
Hans-Martin
Rüter
Hans-Martin
Rüter
RütInvest
GmbH
By:
/s/
Hans-Martin
Rüter
Hans-Martin
Rüter
Managing
Director
RütInvest
RütInvest
GmbH
Abteistraße
25
ž
∙Hamburg
Tel:
+49 (0)40 4117237-0
ž
∙Fax: +49 (0)40
4117237-0
info@ruetinvest.de
ž
∙www.ruetinvest.de
|
Exhibit
1
CONTRIBUTION
AGREEMENT
between
Mr.
Hans-Martin Rüter, Abteistraße 25, Hamburg
and
RütInvest
GmbH
registered
in the Commercial Register of the District Court of Hamburg under HRB
103696
represented
by the sole authorized representative, Managing Director and exempt from the
limitations of §181 of the German Civil Law Code,
Mr.
Hans-Martin Rüter
Preliminary
Remark:
Mr.
Hans-Martin Rüter is the owner of 2,628,882 shares of Canadian Optimal Group
Inc., a company headquartered in Montreal (Canada) listed on NASDAQ under WKN
913809.
Mr.
Hans-Martin Rüter intends to contribute his 2,628,882 shares of Optimal Group
Inc. acquired in the time between October 2008 and April 2009 to the RütInvest
GmbH. In this regard the parties agree to the following Contribution
Agreement:
§1
Contribution
1.
|
Hans-Martin
Rüter contributes to RütInvest GmbH (hereinafter also called "Acquirer")
his above-mentioned 2,628,882 shares of Optimal Group Inc. in the form of
an undisclosed deposit.
|
2.
|
The
contribution takes place without increasing the capital reserve of the
Acquirer.
|
3.
|
The
contribution takes place at the current market value of the
interests. The market value is set in accordance with the stock
exchange quotation of today at USD 0.35 per share, therefore at a total of
USD 920,108.70. This amounts to a total of Euro 693,375.05 at
an exchange rate of 1.327.
|
Effective
Day of Transfer/Preemptive Rights of Earnings
Effective
day of the afore-mentioned contribution is today's date. All of the
rights and obligations resulting from the company's shares belong to the
Acquirer.
§3
Warranty
Mr.
Hans-Martin Rüter warrants that he is the owner of the shares to be transferred
and that these are transferred to the Acquirer free of any kind of liens or
encumbrances.
§4
In
execution of the afore-mentioned Contribution Agreement, Mr. Hans-Martin Rüter
conveys all company shares to the Acquirer who accepts this assignment effective
immediately.
§5
All costs
arising out of this transfer, including possibly required certifications, will
be born by the Acquirer.
§6
Miscellaneous
Exclusive
jurisdiction for all legal disputes between the parties of or in connection with
this Agreement is Hamburg. The laws of the Federal Republic of
Germany are in effect.
§7
Salvatorius
Clause
If some
provisions of this Agreement are or will be become invalid, the efficacy of the
remaining provisions will not be impacted. The ineffective provision
should be replaced with a provision which economically comes closest to the
intent of the parties had they known about the ineffectiveness. The
same holds true in case of a regulatory gap.
Hamburg,
April 15, 2009
|
|
|
|
Signed:
/s/ Hans-Martin Rüter
Hans-Martin
Rüter
|
Signed:
/s/ Hans-Martin Rüter
Hans-Martin
Rüter as
Managing
Director of RütInvest GmbH
RütInvest
RütInvest
GmbH
Abteistraße
25
ž
∙Hamburg
Tel:
+49 (0)40 4117237-0
ž
∙Fax: +49 (0)40
4117237-0
info@ruetinvest.de
ž
∙www.ruetinvest.de
|
-7-